Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest. MORE

Institutional Shareholder Services Inc.  has launched its Annual Policy Survey.  The survey is a key component of ISS’ annual benchmark policy development process, looking at potential policy changes globally for 2020 and beyond. Institutional investors, companies, corporate directors, and all other market constituents are invited to respond to the survey.

In a change from recent years, this year’s questions will be posed within a single survey, with a more limited number of questions, to help streamline the process for respondents. Topics this year cover a broad range of issues.

Board Gender Diversity.   The focus is on the importance of gender diversity and what mitigating factors will be considered before a negative recommendation will be made.

Director Over-Boarding.   ISS wants to know respondents’ views on when an overbranding policy should be triggered, and more specific information with respect to over-boarding by CEOs.

Combined Chairman and CEO Posts.   ISS inquires about which circumstances strongly suggest an independent chair is appropriate.

Director Accountability Relating to Climate Change Risk.   The focus is on the importance of climate change in risk factor assessments and ISS recommendations if a company is not effectively reporting on addressing climate change risk.

Sun-Setting of Multi-Class Capital Structures in the U.S.  ISS wants to know the maximum term for a sun-set provision.

Executive Compensation:  As ISS research will begin to include an economic value added (EVA) component into its pay-for-performance analysis, ISS inquires whether prior used GAAP metrics should be included in its reports for comparison purposes.

After analysis and consideration of the survey responses and other inputs, ISS will, as in prior years, open a public comment period for all interested market participants on the final proposed changes to ISS’ policies for next year.

The survey will close on August 9, 2019.


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